Sec Form 4 Filing - Stalick Michelle D @ UNITED ONLINE INC - 2014-11-03

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Stalick Michelle D 2. Issuer Name and Ticker or Trading Symbol UNITED ONLINE INC [ UNTD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP & Chief Accounting Officer (Last) (First) (Middle) C/O UNITED ONLINE, INC., 21301 BURBANK BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 11/03/2014 (Street) WOODLAND HILLS, CA91367 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 11/03/2014 S( 1 ) 599 D $ 11.18 23,484 ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stalick Michelle D C/O UNITED ONLINE, INC. 21301 BURBANK BOULEVARD WOODLAND HILLS, CA91367 SVP & Chief Accounting Officer Signatures /s/ Michelle D. Stalick 11/04/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 28, 2014. ( 2 )Includes 1,964 shares subject to a restricted stock unit award granted on February 15, 2011 that will be issued as those units vest upon the Reporting Person's continuation in service with the Issuer through February 15, 2015. ( 3 )Includes 5,237 shares subject to a restricted stock unit award granted on February 29, 2012 that will be issued as those units vest in two successive equal annual installments upon the Reporting Person's continuation in service with theIssuer over the two-year period measured from February 15, 2014. ( 4 )Includes 11,783 shares subject to a restricted stock unit award granted on March 6, 2013 that will be issued as those units vest in three successive equal annual installments upon the Reporting Person's continuation in service with theIssuer over the three-year period measured from February 15, 2014. ( 5 )Includes 4,500 shares subject to a restricted stock unit award granted on March 6, 2014 that will be issued as those units vest in three successive equal annual installments upon the Reporting Person's continuation in service with theIssuer measured from February 15, 2014. ( 6 )Includes 599 shares acquired under the United Online Employee Stock Purchase Plan on October 31, 2014.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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